Guarantee and Third Supplemental Indenture Sample Contracts

GENZYME CORPORATION Guarantee and Third Supplemental Indenture
Guarantee and Third Supplemental Indenture • May 24th, 2011 • Sanofi • Pharmaceutical preparations • New York

This Guarantee and Third Supplemental Indenture, dated as of , 2011 (this “Guarantee and Third Supplemental Indenture”), is entered into among Genzyme Corporation, a Massachusetts corporation (the “Company”), Sanofi, a French société anonyme and the direct parent of the Company (the “Parent”), and The Bank of New York Mellon Trust Company, N.A., in its capacity as trustee under the indenture referred to below (in such capacity, the “Trustee”).

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